Common use of Closing Documentation Clause in Contracts

Closing Documentation. UBIBV and VCG shall have received the following documents, agreements and instruments from Buyer and Communications: (i) Payment of the Purchase Price pursuant to Section 2.2 hereof; (ii) A certificate signed by an officer of each of Buyer and Communications certifying as to the matters set forth in Section 7.2(a) above; (iii) An opinion of Weil, Gotshal & Mangxx, XXP, counsel for Buyer and Communications, dated the date of the Closing and addressed to UBIBV and VCG, in form and substance reasonably acceptable to UBIBV and VCG; (iv) Copies of all consents, approvals and notices referred to in Section 3.2(b) hereof; (v) A certificate of the Secretary or an Assistant Secretary of each of Buyer and Communications dated the Closing Date certifying (A) that attached thereto are true, complete and correct copies of resolutions, as in effect on the date of such certification, duly adopted by the Board of Directors of Buyer and Communications, or a duly authorized committee thereof, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Buyer and Communications of this Agreement and the purchase and acquisition by Buyer and Communications of the Vermont Shares in accordance herewith, and (B) as to the incumbency and signatures of the officers of Buyer and Communications executing this Agreement and all instruments or other documents delivered in connection with this Agreement; and (vi) All other instruments and documents required by this Agreement to be delivered by Buyer and Communications to UBIBV and VCG on or before the Closing, including execution and delivery of the Bavaria Agreement.

Closing Documentation. UBIBV and VCG Seller shall have received the following documents, agreements and instruments from Buyer and CommunicationsBuyer: (i) Payment of the Purchase Price pursuant to Section 2.2 2.02 hereof, including delivery of the Promissory Notes; (ii) A certificate signed by an officer of each of Buyer and Communications certifying as to the matters set forth in Section 7.2(aSections 8.03(a) and 8.03(b) above; (iii) An opinion of Weilone or more counsel to Buyer, Gotshal & Mangxx, XXP, counsel for Buyer and Communications, each dated the date of the Closing and addressed to UBIBV Seller with respect to the subjects set forth in Exhibit H hereto. (The opinions required by this Section 8.03(c) may expressly rely as to matters of fact upon certificates furnished by appropriate officers and VCG, in form directors of Buyer and substance reasonably acceptable to UBIBV and VCGby public officials); (iv) Copies of all consents, approvals notices and notices Approvals referred to in Section 3.2(b) 4.02 and hereof; (v) A certificate of the Secretary or an Assistant Secretary of each of Buyer and Communications dated the Closing Date certifying (A) that attached thereto are true, complete and correct copies of resolutions, as in effect on the date of such certification, duly adopted by the Board of Directors of Buyer and CommunicationsBuyer, or a duly authorized committee thereof, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Buyer and Communications of this Agreement and the purchase and acquisition by Buyer and Communications of the Vermont Shares in accordance herewithAgreement, and (B) as to the incumbency and signatures of the officers of Buyer and Communications executing this Agreement and all instruments or other documents delivered in connection with this Agreement; and; (vi) All other instruments and documents required by this Agreement to be delivered by Buyer and Communications to UBIBV and VCG Seller on or before the Closing, including execution and delivery of the Bavaria Agreement.

Closing Documentation. Holdings and UBIBV and VCG shall have received the following documents, agreements and instruments from Buyer and CommunicationsTony Xxxxx: (i) Payment of the Purchase Price pursuant to Section 2.2 hereof and duly executed Notarial Deed for the Bavaria Shares described in Section 2.4(b) hereof, each in forms mutually agreeable to the parties; (ii) A certificate signed by an officer of each of Buyer and Communications certifying Tony Xxxxx xxxtifying as to the matters set forth in Section 7.2(a) above; (iii) An opinion of Weil, Gotshal & Mangxx, XXP, counsel for Buyer and CommunicationsBuyer, dated the date of the Closing and addressed to UBIBV Holdings and VCGUBIBV, in form and substance reasonably acceptable to UBIBV and VCGUBIBV; (iv) Copies of all consents, approvals and notices referred to in Section 3.2(b) hereof; (v) A certificate of the Secretary or an Assistant Secretary of each of Buyer and Communications dated Tony Xxxxx xxxed the Closing Date certifying (A) that attached thereto are true, complete and correct copies of resolutions, as in effect on the date of such certification, duly adopted by the Board of Directors of Buyer and CommunicationsTony Xxxxx, or xx a duly authorized committee thereof, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Buyer and Communications of Tony Xxxxx xx this Agreement and the purchase and acquisition by Buyer and Communications of Tony Xxxxx xx the Vermont Bavaria Shares in accordance herewith, and (B) as to the incumbency and signatures of the officers of Buyer and Communications executing Tony Xxxxx xxxcuting this Agreement and all instruments or other documents delivered in connection with this Agreement; and (vi) All other instruments and documents required by this Agreement to be delivered by Buyer and Communications to Tony Xxxxx xx UBIBV and VCG Holdings on or before the Closing, including execution and delivery of the Bavaria Agreement.

Closing Documentation. UBIBV Holdings and VCG Seller shall have received the following documents, agreements and instruments from Buyer and CommunicationsBuyer: (i) Payment of the Purchase Price pursuant to Section 2.2 hereof and duly executed Notarial Deeds for the Vermont Shares and the Bavaria Shares described in Section 2.4(b) hereof, each in forms mutually agreeable to the parties; (ii) A certificate signed by an officer of each of Buyer and Communications certifying as to the matters set forth in Section 7.2(a) above; (iii) An opinion of Weil, Gotshal & Mangxx, XXP, counsel for Buyer and CommunicationsBuyer, dated the date of the Closing and addressed to UBIBV Holdings and VCGSeller, in form and substance reasonably acceptable to UBIBV and VCGSeller; (iv) Copies of all consents, approvals and notices referred to in Section 3.2(b) hereof; (v) A certificate of the Secretary or an Assistant Secretary of each of Buyer and Communications dated the Closing Date certifying (A) that attached thereto are true, complete and correct copies of resolutions, as in effect on the date of such certification, duly adopted by the Board of Directors of Buyer and CommunicationsBuyer, or a duly authorized committee thereof, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Buyer and Communications of this Agreement and the purchase and acquisition by Buyer and Communications of the Vermont Shares and the Bavaria Shares in accordance herewith, and (B) as to the incumbency and signatures of the officers of Buyer and Communications executing this Agreement and all instruments or other documents delivered in connection with this Agreement; and (vi) All other instruments and documents required by this Agreement to be delivered by Buyer to Seller and Communications to UBIBV and VCG Holdings on or before the Closing, including execution and delivery of the Bavaria Agreement.